In this program, our panelists will provide a comprehensive examination of recent SEC developments that shape—and the practical considerations that inform—the preparation of public companies’ annual reports and annual...more
10/15/2025
/ Annual Meeting ,
Annual Reports ,
California ,
Compensation ,
Continuing Legal Education ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Events ,
Executive Orders ,
Investors ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shareholder Activism ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders ,
Sustainability
Texas is in the spotlight after several companies chose to move their legal home from Delaware to Texas. In 2025, Texas overhauled the Texas Business Organizations Code (the TBOC) to make the state more attractive for...more
10/9/2025
/ Board of Directors ,
Business Court ,
Business Entities ,
Business Formation ,
Business Ownership ,
Controlling Stockholders ,
Corporate Governance ,
Corporate Officers ,
Corporate Structures ,
Delaware ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Judicial Review ,
Jurisdiction ,
Jury Trial ,
New Legislation ,
Proxy Advisors ,
Shareholders ,
Texas
The Texas Stock Exchange (TXSE), based in Dallas, Texas, has received approval from the Securities and Exchange Commission to operate as an exchange, with plans to begin listing shares in 2026. TXSE was created to reduce...more
10/3/2025
/ Capital Markets ,
Financial Markets ,
Financial Services Industry ,
FinTech ,
Investors ,
Listing Rules ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchanges ,
Securities Regulation ,
Stock Exchange ,
Texas ,
Trading Platforms
On September 15, 2025, the SEC’s Division of Corporation Finance issued a no-action concurrence letter to Exxon Mobil Corporation (“Exxon”), confirming that it would not recommend enforcement action if Exxon implements its...more
On June 20, 2025, Texas Governor Greg Abbott signed Senate Bill 2337 (“SB 2337”), a novel regulation that will require significant disclosure obligations for proxy advisors, such as ISS and Glass Lewis, for their voting...more
On June 20, 2025, Texas Governor Greg Abbott signed Senate Bill 2337 (“SB 2337”), a novel regulation that will require significant disclosure obligations for proxy advisors, such as ISS and Glass Lewis, for their voting...more
7/28/2025
/ Constitutional Challenges ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
First Amendment ,
New Legislation ,
Proxy Advisors ,
Regulatory Requirements ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders ,
Stakeholder Engagement
On July 11, 2025, the Securities and Exchange Commission (“SEC” or the “Commission”) announced that it had settled an enforcement action against two individuals who were alleged to have engaged in insider trading. The SEC’s...more
7/16/2025
/ Compliance ,
Criminal Investigations ,
Disclosure ,
Enforcement Actions ,
FBI ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Markets ,
Fraud ,
Insider Trading ,
Penalties ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
White Collar Crimes
On June 20, 2025, Texas Governor Greg Abbott signed Senate Bill 2337 (“SB 2337”), a novel regulation that will require significant disclosure obligations for proxy advisors, such as ISS and Glass Lewis, for their voting...more
7/8/2025
/ Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Governor Abbott ,
Institutional Shareholder Services (ISS) ,
Investment ,
Investors ,
New Legislation ,
Proxy Advisors ,
Publicly-Traded Companies ,
Regulatory Reform ,
Regulatory Requirements ,
Shareholders ,
Texas
On May 14, 2025, Texas Governor Abbott signed Senate Bill 29 (“S.B. 29”) into law, significantly reforming the Texas Business Organizations Code (“TBOC”) to promote Texas as a preferred state of incorporation for both public...more
Delaware amended the Delaware General Corporation Law (the “DGCL”) to create safe harbors for transactions involving directors, officers and controlling stockholders and to limit both the documents subject to and the purposes...more
In the United States, companies can incorporate in any state of their choosing, regardless of where the company is headquartered or operates. The corporate law of the selected state will govern the internal affairs of the...more
On February 12, 2025, the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) issued new guidance on Rule 14a-8 shareholder proposals, which comes one day after the Staff...more
The Wall Street Journal reported on January 31, 2025, that Meta Platforms Inc. (formerly Facebook) (NASDAQ: META) was considering a change of its state of incorporation from Delaware to Texas. Shortly afterward, the Delaware...more
On January 13, 2025, the Securities and Exchange Commission (“SEC”) filed a settled enforcement action against Ashford Inc. (“Ashford” or “the Company”), a company that provides products and services to the real estate and...more
1/31/2025
/ Corporate Counsel ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Breach ,
Data Privacy ,
Data Protection ,
Disclosure Requirements ,
Enforcement Actions ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On December 11, 2024, in a 9-8 ruling along party lines, the U.S. Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) struck down the Nasdaq board diversity rules issued by the U.S. Securities and Exchange Commission...more
The Securities and Exchange Commission (SEC) recently announced that United Parcel Service Inc. (UPS) has agreed to pay a $45 million penalty for materially misrepresenting its earnings by improperly valuing its UPS Freight...more
11/27/2024
/ Accounting ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
GAAP ,
Internal Controls ,
Section 17(a) ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Term Sheets ,
UPS ,
Valuation
The first half of 2024 was eventful in the world of environmental, social and governance (“ESG”). Although ESG continued to lose the market tailwinds that have pushed it forward in recent years, regulatory pressures both...more
10/18/2024
/ Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Federal Trade Commission (FTC) ,
Greenwashing ,
Non-Compete Agreements ,
Proxy Season ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Sustainability
The Securities and Exchange Commission obtained a victory in a closely-watched trial when a jury found Matthew Panuwat liable for insider trading based on a “shadow trading” theory. The jury’s verdict, as well as increased...more
After much anticipation, on March 6, 2024, the Securities and Exchange Commission (“SEC” or the “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—mandating...more
3/29/2024
/ Business Development Companies ,
Carbon Emissions ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Foreign Issuers ,
Form S-8 ,
MD&A Statements ,
PSLRA ,
Regulation S-K ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Public companies are now required to comply with new cybersecurity disclosure requirements in their Annual Reports on Form 10-K for fiscal years ending on or after December 15, 2023. In preparing this cybersecurity...more
3/5/2024
/ Annual Reports ,
Chief Information Security Officer (CISO) ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 10-K ,
Form 8-K ,
Popular ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
SolarWinds
The SEC announced on November 22, 2023, an order staying its share repurchase disclosure rule pending further SEC action. Companies therefore do not need to comply with the rule’s previous compliance date subject to further...more
Please join us for one of our Technology Series webinars where the Vinson & Elkins team will be giving an overview of the new SEC cybersecurity disclosure requirements for public companies....more
Join Vinson & Elkins securities lawyers to discuss the 13 mistakes that keep us up at night. Topics include missed 8-Ks, CEO tweets, website mismanagement, voting disclosure and counting, registration statement overissuances,...more
9/28/2023
/ CEOs ,
Continuing Legal Education ,
Disclosure Requirements ,
Events ,
Form 8-K ,
Mismanagement ,
Publicly-Traded Companies ,
Registration Statement ,
Securities Violations ,
Shareholder Votes ,
Social Media ,
Websites
On July 26, 2023, the Securities and Exchange Commission (“SEC”) voted to approve final rules governing cybersecurity disclosures of public companies (“Final Rules”). The Final Rules make meaningful changes to the current and...more
Welcome to Vinson & Elkins’ Securities and ESG Updates. Our aim is to provide insights into notable developments in securities reporting and the environmental, social and governance space over the quarter and, where...more
7/13/2023
/ C&DIs ,
Climate Change ,
COSO ,
Cybersecurity ,
Disclosure Requirements ,
Diversity ,
Divestment ,
Environmental Justice ,
Environmental Social & Governance (ESG) ,
Greenwashing ,
Nasdaq ,
No-Action Letters ,
NYSE ,
Proxy Season ,
Repurchases ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Universal Proxy Cards